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2015 Canadian Hostile Take-Over Bid Study: Who Wins and What Drives Outcomes?

Mergers & Acquisitions (Fasken Martineau Institute)
When
Where Fasken Martineau
333 Bay Street, Suite 2400
Bay Adelaide Centre
,
Toronto, ON
Canada
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In anticipation of the release of proposed changes to the Canadian take-over bid regime, Fasken Martineau issued an empirical analysis of all 143 hostile take-over bids for control of Canadian-listed issuers over the ten-year period between 2005 and 2014, 2015 Canadian Hostile Take-Over Bid Study. We invite you to attend an interactive panel discussion led by the study’s co-authors, Aaron Atkinson and Bradley Freelan, as they discuss some of the key findings from the study and the potential impact of the proposed changes to the take-over bid regime. Our distinguished panelists will be:  

  • Naizam Kanji, Director, Mergers & Acquisitions, Ontario Securities Commission
    Naizam has primary responsibility for the Mergers and Acquisitions Team at the OSC and played a significant role in the development of the pending proposed amendments to Canada’s take-over bid regime.
  • Stephen Erlichman, Executive Director, Canadian Coalition for Good Governance
    Steve is CCGG’s public spokesperson and is in charge of board and member relationships and policy development. CCGG’s members consist of many of the largest pension funds and other institutional investors in Canada which collectively manage over $2.5 trillion of assets.
  • Peter Crombie, President, Four Line Corporation
    Peter has over 30 years of business experience working principally with high technology companies in financial, investment and senior executive roles. Peter has first-hand experience with the Canadian take-over bid regime, having served as Chairman of RuggedCom Inc. when it faced a hostile bid in 2011 which culminated in the company’s $440 million friendly acquisition by Siemens Canada

    Key findings of the study which will be discussed include:

  • When initiating a public contest for control, a hostile bidder was successful more than half the time; however, in these circumstances the sale of the company was by no means inevitable, with targets of these bids remaining independent 28% of the time.
  • Competitive auction scenarios occurred infrequently, but when they did, shareholders were the clear winners, on average receiving a substantially higher premium, while the hostile bidder was most often left empty-handed, prevailing only one-third of the time.
  • A hostile bidder's odds improved when offering cash, and offering a healthy premium proved valuable as well. But more than anything else, it paid to start from a position of strength with a toe-hold or lock-ups (or both) of 20% or more.
  • Shareholder rights plans proved their worth by buying time and driving competition. In fact, a first-mover hostile bid for a target that had a rights plan in place was more than twice as likely to face competition.
  • The board's support was a prized asset: hostile bidders had a near-perfect record when securing the board's support and fared poorly without it (prevailing in only 22% of contests), particularly where the board's recommendation was more likely to influence the outcome.

Note: The hours from this non-accredited seminar may be applied towards the 9 Substantive Hours of annual Continuing Professional Development (CPD) required by the Law Society of Upper Canada for Ongoing Members. Please note that this seminar is not accredited for Professionalism Hours and cannot be counted for New Members or for Professionalism Hours for Ongoing Members.

Agenda

  • 8:00 am - 8:30 am Registration
  • 8:30 am - 10:00 am Presentation and Q&A

Cost

This seminar is complimentary.

For more information:

Nick Fan
Event Coordinator
+1 416 868 3511
nfan@fasken.com